Messrs. Ali and Bell bring critical software, cloud infrastructure, technology development and
The iRobot Board of Directors strongly recommends that shareholders vote on the WHITE proxy card "FOR" iRobot's experienced and independent director nominees:
The full text of the letter and Q&A follows:
Fellow Shareholder,
Over the past few years, iRobot has transformed itself into a high-growth, leading global consumer robot company. As part of this transformation, we have also evolved iRobot's Board of Directors to ensure that we have the right mix of skills to position iRobot for success. Our directors bring expertise in areas critical to our business, including consumer technology, innovation and product development, finance, software, robotics, and
Our newest directors –
At the
Sincerely,
Chairman and Chief Executive Officer
MEET YOUR TWO NEWEST DIRECTORS: MOHAMAD ALI AND MICHAEL BELL
Mohamad served as Chief Strategy Officer of
Q: You have helped major technology companies including Carbonite,
A: Studies show that market selection is the most important factor in determining a company's success. In the mid 1990's at
I certainly see parallels now with iRobot, which is undergoing a major transformation following the sale of the Defense & Security business. Overall, I have been impressed with the work the Board and management team have done to position iRobot for its next phase of growth. The business has evolved and is now turning its focus to Home Robots, a proven high-growth market, reallocating resources to this opportunity where the Company has true market leadership, and returning excess capital to shareholders.
In order to succeed as a technology company in today's fast-moving marketplace, you must continuously evolve. iRobot's leadership and the entire Board, including my new Board colleague
Q: After having served on the Board for seven months, what can you tell us about the Board's priorities and how strategic decisions are made?
A: Each director on the Board is highly engaged and brings strategic vision, but also understands the business at a granular level. Our directors bring extensive experience across key disciplines, such as consumer technology,
The top priority of the Board, as demonstrated by the recent actions to divest the Defense & Security business and focus on the high-growth consumer robotics market, expand the Company's share repurchase program, and invest organically in groundbreaking new products such as the floor mopping Braava jet, is to create extraordinary value for all of our shareholders, customers, employees, and partners.
Q: You have a history of prudent capital allocation and strategy execution, including at
A: At
For any company that invests in technology, it is important that the board is continuously examining its spending and capital allocation to ensure maximum efficiency in the business. iRobot's Board has a thoughtful and deliberate process to ensure that capital is deployed in the best way to create the most value for shareholders. We are constantly working with management to review potential acquisitions, R&D spending, and capital return to shareholders – and the reallocation of R&D funding from Remote Presence to Home Robots and expansion of the Company's share repurchase program to
Q: When you were appointed to the iRobot Board in September, 2015,
A: I can't speak for any one shareholder, but in my experience, shareholders want to know that a Board has new expertise, fresh thinking, and is not afraid of change. I think that is the expertise I bring to the iRobot Board at a critical time in our transformation. We all have the same objective – enhancing value.
Q: What attracted you to join iRobot's Board?
A: The emerging categories of the "
Q: You have been credited as a pioneer of the
A: I am passionate about consumer product development. I love to take complex technologies and use them to create products that are indispensable to the consumer. Technology can lend an air of magic to a consumer product experience – the best products become better over time as they benefit from and adapt to the behaviors, schedules, and even eccentricities of their owners. I call this phenomenon "Continual Surprise and Delight."
Throughout my career at companies such as
For consumer technology companies like iRobot, market leadership requires an ongoing investment in research and development to ensure a technological advantage. In recent years, the required velocity of this innovation has increased at a break-neck pace, making the need to prioritize and efficiently allocate R&D spending even more important. My experience at
Q: You've worked with other founder-led companies such as
A: Some of the greatest consumer and technology companies have been led by founders – founders often bring a level of passion and dedication to their companies that simply can't be matched by outsiders. For a company like iRobot, which is truly unique in its space, having a visionary and strategic CEO who is setting the innovation course can be instrumental to success.
As with any founder-led company, it is important to have a deeply involved Board and a governance structure that enables the Board to make tough decisions and ensure that the Company is on the right path to create maximum value for shareholders. In this case, iRobot has an engaged and independent Board, a Lead Independent Director with robust responsibilities, and has put in place a best-in-class governance structure. This is a Board which has an excellent working relationship with management, but also holds management accountable and isn't afraid to take bold, strategic actions to drive the future success of the Company.
Q: What do you see as the next step for iRobot and what do you think will be important for the Board to focus on moving forward?
A: iRobot has already shown its prowess in building advanced, industry leading hardware products – the future growth and expansion of iRobot hinges on its ability to continue to innovate and advance its software capabilities. Today's customers expect an "end to end experience," and not simply a stand-alone product.
In the area nearest to my own expertise, iRobot is perfectly placed to benefit from increasing interest in the connected home and
iRobot is also developing and growing significant incremental adjacent categories in Home Robots. iRobot's primary focus must be on investing in critical technologies and the economic opportunities they unlock – and ensuring that capital spending is prioritized towards those areas that promise the highest potential opportunities for growth and returns.
Your Vote Is Important, No Matter How Many Or How Few Shares You Own |
If you have questions about how to vote your shares, or need additional |
assistance, please contact the firm assisting us in the solicitation of proxies: |
INNISFREE M&A INCORPORATED |
Shareholders Call Toll-Free: (877) 717-3929 |
Banks and Brokers Call Collect: (212) 750-5833 |
REMEMBER: |
We urge you NOT to vote using any Green proxy card |
sent to you by Red Mountain Capital, as doing so |
will revoke your vote on the WHITE proxy card. |
About
Important Stockholder Information
iRobot will hold its 2016 Annual Meeting of stockholders on
COMPANY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT SOLICITATION MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION.
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the matters to be considered at the 2016 Annual Meeting. Information regarding the Company's directors and executive officers is contained in the Company's annual report on Form 10-K filed with the
The proxy statement and other relevant solicitation materials (when they become available), and any and all documents filed by the Company with the
Forward-Looking Statements
Certain statements made in this communication are not based on historical information are forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified with words like "believe," "may," "could," "would," "might," "should," "expect," "intend," "plan," "target," "anticipate" and "continue," the negative of these words, other terms of similar meaning or the use of future dates. This communication contains express or implied forward-looking statements relating to, among other things, iRobot's expectations regarding future financial performance, future operating performance and growth, our strategic actions to continue revenue growth, demand for our robots, strategic investments to diversify Home revenue, the impact of the divestiture of our Defense & Security business, the impact of our strategic actions to enhance stockholder value, and anticipated revenue. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, the risks and uncertainties include, among other things: our ability to operate in an emerging market, the financial strength of our customers and retailers, our ability to enhance stockholder value through our strategic actions, including the sale of our Defense & Security business, general economic conditions, market acceptance of our products, and competition. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. iRobot undertakes no obligation to update or revise the information contained in this communication, whether as a result of new information, future events or circumstances or otherwise. For additional disclosure regarding these and other risks faced by iRobot, see the disclosure contained in our public filings with the
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SOURCE
Investor Contacts: Elise Caffrey, Investor Relations, iRobot Corp., (781) 430-3003, ecaffrey@irobot.com, or Scott Winter / Jennifer Shotwell, Innisfree M&A Incorporated, (212) 750-5833, or Media Contacts: Charlie Vaida, Media Relations, iRobot Corp., (781) 430-3182, cvaida@irobot.com, or Andi Rose / Becky McClain, Joele Frank, Wilkinson Brimmer Katcher, (212) 355-4449